**Exhibit 99.3**  Ford Credit Floorplan Master Owner Trust __IssuerFord Motor Credit CompanyAdministrator[Indenture Trustee]Indenture Trustee Administration AgreementDated as of                     , 20_____ Asset Backed Notes  
 

 
Table of Contents         Section 1. Duties of Administrator.  2 Section 2. Records.  9 Section 3. Compensation.  9 Section 4. Additional Information to Be Furnished to Issuer.  9 Section 5. Independence of Administrator.  9 Section 6. No Joint Venture.  10 Section 7. Other Activities of Administrator.  10 Section 8. Term of Agreement; Resignation and Removal of Administrator.  10 Section 9. Action upon Termination, Resignation or Removal.  11 Section 10. Notices.  11 Section 11. Amendments.  12 Section 12. Successors and Assigns.  13 Section 13. Governing Law.  14 Section 14. Headings.  14 Section 15. Counterparts.  14 Section 16. Severability.  14 Section 17. Not Applicable to Ford Credit in Other Capacities.  14 Section 18. Limitation of Liability of Owner Trustee and Indenture Trustee.  14 Section 19. Third Party Beneficiary.  15 Section 20. Nonpetition Covenants.  15 
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     Administration Agreement, dated as of ________, 20___(as the same may be furtheramended and supplemented from time to time, the “***Administration Agreement***”), by and among FordCredit Floorplan Master Owner Trust ___, a Delaware statutory trust, as issuer (the"***Issuer***”), Ford Motor Credit Company, a Delaware corporation (“***Ford Credit***”), asadministrator (the “***Administrator***”), and [Indenture Trustee], a [State, entity type], notin its individual capacity, but solely as Indenture Trustee (the “***Indenture Trustee***”).Recitals          A. Pursuant to the Trust Agreement, dated as of ________, 20___(as the same may be furtheramended and supplemented from time to time, the “***Trust Agreement***”), among [Ford Credit FloorplanCorporation] [and] [Ford Credit Floorplan LLC], as transferor[s] (the “***Transferor[s]***”), [OwnerTrustee], as owner trustee (the “***Owner Trustee***”), and [Delaware Trustee], as Delaware trustee (the"***Delaware Trustee***”), the Issuer was created as a Delaware statutory trust.          B. The Issuer has entered into the Indenture, dated as of ________, 20___(as amended andsupplemented from time to time by one or more indenture supplements, the “***Indenture***”), between theIssuer and the Indenture Trustee, to provide for the issuance from time to time of one or moreSeries of its Asset Backed Notes (the “***Notes***”).          C. In connection with the issuance of the Notes, the Issuer has entered or will enter intocertain agreements, including, without limitation, (i) the Transfer and Servicing Agreement[s],dated as of ________, 20___(as the same may be amended and supplemented from time to time, the"***Transfer and Servicing Agreement[s]***”), among [the]/[each] Transferor, the Issuer and Ford Credit,as servicer (the “***Servicer***”), (ii) the Indenture, (iii) certain Letters of Representations relatingto a Series of Notes (each, a “***Note Depository Agreement***”), among the Issuer, the Indenture Trusteeand The Depository Trust Company, and (iv) any Interest Rate Swap Agreements relating to a Seriesof Notes, between the Issuer and a swap counterparty (each, as amended and supplemented from timeto time, a “***Swap Agreement***” and, together with the Transfer and Servicing Agreement[s], theIndenture and each Note Depository Agreement, the “***Related Agreements***”). Capitalized terms usedand not otherwise defined herein have the meanings assigned to such terms in the Transfer andServicing Agreement[s], or if not defined therein, in the Indenture.          D. Pursuant to the Related Agreements, the Issuer and the Owner Trustee are required toperform certain duties in connection with (a) the Notes and the Collateral pledged pursuant to theIndenture to secure payment of the Notes and (b) the beneficial ownership interest in the Issuerheld by the Transferor[s].          E. The Issuer and the Owner Trustee desire to appoint the Administrator to perform certainduties of the Issuer and the Owner Trustee under the Related Agreements and to provide suchadditional services consistent with the terms of
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           this Agreement and the Related Agreements as the Issuer and the Owner Trustee may from time totime request.          F. The Administrator has the capacity to provide the services required hereby and is willingto perform such services for the Issuer and the Owner Trustee on the terms set forth herein.          In consideration of the mutual covenants and agreements contained herein, and other good andvaluable consideration, the receipt and adequacy of which are hereby acknowledged, the partieshereto, intending to be legally bound, agree as follows:Statement of Agreement     *Section 1.****Duties of Administrator.***     *(a) Duties with Respect to the Indenture and Note Depository Agreements.*     (i)  The Administrator agrees to perform all its duties as Administrator and theduties of the Issuer under the Note Depository Agreements. In addition, the Administratorwill consult with the Owner Trustee regarding the duties of the Issuer and the OwnerTrustee under the Indenture and the Note Depository Agreements.     (ii)  The Administrator will monitor the performance of the Issuer and advise theOwner Trustee when action is necessary to comply with the Issuer’s duties under theIndenture and the Note Depository Agreements. The Administrator will prepare for executionby the Issuer, or cause the preparation by other appropriate Persons, of all suchdocuments, reports, filings, instruments, certificates and opinions as it is the duty ofthe Issuer to prepare, file or deliver pursuant to the Indenture or the Note DepositoryAgreements. In furtherance of the foregoing, the Administrator will take, in the name ofand on behalf of the Issuer or the Owner Trustee, all appropriate action that it is theduty of the Issuer or the Owner Trustee to take, if any, pursuant to the Indenture on allmatters including, without limitation, the following (references are to sections of theIndenture):          (1) the preparation of or obtaining of the documents and instruments required forauthentication of the Notes, if any, and delivery of the same to the Indenture Trustee(Section 2.03);          (2) the causing of the Note Register to be kept and the notification to the IndentureTrustee of any appointment of a new Note Registrar and the location, or change in location,of the Note Register (Section 2.05(a) and (b));          (3) the determination as to whether the requirements of UCC Section 8—401(1) are metand the preparation of an Issuer Request requesting the Indenture Trustee to authenticateand deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes(Section 2.06);
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          (4) the furnishing to the Indenture Trustee, the Servicer, any Noteholder or thePaying Agent of the names and addresses of Noteholders after receipt of a written requesttherefor from the Indenture Trustee, the Servicer, any Noteholder or the Paying Agent,respectively (Section 2.09(a));          (5) the preparation, obtaining or filing of the instruments, opinions and certificatesand other documents required for the release of property from the lien of the Indenture(Section 2.11);          (6) the preparation of Definitive Notes in accordance with the instructions of theClearing Agency (Section 2.15);          (7) the payment of principal and interest in accordance with the terms of the Notes asspecified in the relevant Indenture Supplement (Section 3.01(a));          (8) the maintenance of an office in the Borough of Manhattan in The City of New Yorkfor presentation or surrender of the Notes for payment and for registration of transfer orexchange of Notes if the Indenture Trustee ceases to maintain such an office (Section3.02);          (9) the causing of newly appointed Paying Agents, if any, to deliver to the IndentureTrustee the instrument specified in the Indenture regarding funds held in trust (Section3.03(d));          (10) the directing of the Indenture Trustee to deposit monies with Note Paying Agents,if any, other than the Indenture Trustee (Section 3.03(c));          (11) the obtaining and preservation of the Issuer’s qualification to do business ineach jurisdiction where such qualification is or will be necessary to protect the validityand enforceability of the Indenture, the Notes, the Collateral and each other relatedinstrument and agreement (Section 3.04);          (12) the preparation of all supplements and amendments to the Indenture and allfinancing statements, continuation statements, if any, instruments of further assurance andother instruments, and the taking of such other actions as are necessary or advisable toprotect the Trust Assets (Section 3.05);          (13) the obtaining of the Opinion of Counsel on the Closing Date and the annualdelivery of Opinions of Counsel as to the Trust Assets, and the annual delivery of theOfficer’s Certificate and certain other statements as to compliance with the Indenture(Sections 3.06 and 3.09);          (14) the identification to the Indenture Trustee in an Officer’s Certificate of aPerson with whom the Issuer has contracted to perform its duties under the Indenture(Section 3.07(b));
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          (15) causing of the Indenture Trustee to promptly notify the Rating Agencies of theoccurrence of any Servicer Default under the Transfer and Servicing Agreement[s] of whichthe Issuer has knowledge and to specify in such notice the action with respect to suchdefault (and providing the Indenture Trustee with the text of such notice) and, if aServicer Default arises from the failure of the Servicer to perform any of its duties orobligations under the Transfer and Servicing Agreement[s] with respect to the Receivables,the taking of all reasonable steps available to remedy such failure (Section 3.07(d));          (16) causing the Servicer to comply with all of its obligations under the TransactionDocuments (Section 3.14);          (17) the preparation and obtaining of documents and instruments required for theconsolidation or merger of the Issuer with another entity or the conveyance or transfer bythe Issuer of its properties and assets substantially as an entirety (Section 3.10);          (18) the delivery of written notice to the Indenture Trustee and the Rating Agenciesof each Event of Default under the Indenture, each default of the Servicer or theTransferor[s] under the Transfer and Servicing Agreement[s] and each default of the Sellerunder the Receivables Purchase Agreement[s] (Section 3.19);          (19) the monitoring of the Issuer’s obligations as to the satisfaction and dischargeof the Indenture and the preparation of an Officer’s Certificate and the obtaining of theOpinion of Counsel and the Independent Certificate relating thereto (Section 4.01);          (20) the preparation of an Officer’s Certificate to the Indenture Trustee after theoccurrence of any event which with the giving of notice and the lapse of time would becomean Event of Default under the Indenture, the status of such event and what action theIssuer is taking or proposes to take with respect thereto (Section 5.02);          (21) the compliance with any written directive of the Indenture Trustee with respectto the sale of the Trust Assets in a commercially reasonable manner if an Event of Defaultunder the Indenture has occurred and is continuing (Section 5.05);          (22) the furnishing to the Indenture Trustee of the names, addresses and tax payeridentification numbers of the Noteholders during any period when the Indenture Trustee isnot the Transfer Agent and Registrar (Section 7.01);          (23) the preparation and, after execution by the Issuer, the filing with theCommission and the Indenture Trustee, of documents required to be filed on a periodic basiswith the Commission (Section 7.03);
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          (24) the preparation of an Issuer Order and Officer’s Certificate and the obtaining ofan Opinion of Counsel and Independent Certificates, if necessary, for the release ofproperty from the lien of the Indenture (Section 8.09);          (25) the preparation of Issuer Orders and the obtaining of Opinions of Counsel withrespect to the execution of supplemental indentures and the mailing to the Noteholders ofnotices with respect to such supplemental indentures (Sections 10.01, 10.02 and 10.03);          (26) the execution of new Notes conforming to any supplemental indenture (Section10.06);          (27) the preparation of all Officer’s Certificates, Opinions of Counsel andIndependent Certificates with respect to any requests by the Issuer to the IndentureTrustee to take any action under the Indenture (Section 12.01(a));          (28) the preparation and delivery of Officer’s Certificates and the obtaining ofIndependent Certificates, if necessary, for the release of property from the Lien of theIndenture (Section 12.01(b)); and          (29) the preparation and delivery to Noteholders and the Indenture Trustee of anyagreements with respect to alternate payment and notice provisions (Section 12.06).     (iii)  The Administrator is required to:          (1) pay the Indenture Trustee from time to time reasonable compensation for allservices rendered by the Indenture Trustee under the Indenture (which compensation is notto be limited by any provision of law in regard to the compensation of a trustee of anexpress trust);          (2) except as otherwise expressly provided in the Indenture, reimburse the IndentureTrustee upon its request for all reasonable expenses, disbursements and advances incurredor made by the Indenture Trustee in accordance with any provision of the Indenture(including the reasonable compensation, expenses and disbursements of its agents andcounsel), except any such expense, disbursement or advance as may be attributable to itsnegligence or bad faith;          (3) indemnify the Indenture Trustee, its officers, directors, employees and agentsfor, and hold them harmless against, any losses, liability, expense or damage suffered orsustained without negligence or bad faith on their part, arising out of or in connectionwith the acceptance or administration of the transactions contemplated by the Indenture,including the reasonable costs and expenses (including reasonable attorneys’ fees) ofdefending themselves against any claim or liability in connection with the exercise orperformance of any of their powers or duties under the Indenture;
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          (4) indemnify the Owner Trustee and the Delaware Trustee and their successors,assigns, directors, officers, employees, agents and servants (collectively, the“***Indemnified Parties***”) for, and to hold them harmless against, any and all liabilities,obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonablecosts, expenses and disbursements (including reasonable legal fees and expenses) of anykind and nature whatsoever (collectively, “***Expenses***”) which may at any time be imposed on,incurred by, or asserted against the Owner Trustee, the Delaware Trustee or any otherIndemnified Party in any way relating to or arising out of the Trust Agreement, theTransaction Documents, the Trust Assets, the administration of the Trust Assets or theaction or inaction of the Owner Trustee under the Trust Agreement, except only that theAdministrator is not liable for, or required to indemnify an Indemnified Party from andagainst, Expenses arising or resulting from (x) the Indemnified Party’s own willfulmisconduct, bad faith or negligence or (y) taxes imposed on the Owner Trustee in connectionwith fees earned by it pursuant to the Trust Agreement; and          (5) indemnify, defend and hold harmless the Issuer, the Owner Trustee, the DelawareTrustee, the Indenture Trustee and any of their respective officers, directors, employeesand agents from and against any loss, liability, expense or damage incurred by reason of(i) the violation by the Transferor[s] or the Issuer of federal or state securities laws inconnection with the offering and sale of the Notes or (ii) any breach by the Transferor[s]of any term, provision or covenant contained in the Transfer and Servicing Agreement[s].     Indemnification under this Section 1(a)(iii) will survive the resignation or removal of theOwner Trustee, the Delaware Trustee or the Indenture Trustee, and the termination of this Agreementand will include reasonable fees and expenses of counsel and expenses of litigation. If theAdministrator has made any indemnity payments pursuant to this Section 1(a)(iii) and the Person toor on behalf of whom such payments are made thereafter collects any such amount from others, suchPerson will promptly repay such amounts to the Administrator, without interest.     *(b) Duties with Respect to Swap Agreements.*     The Administrator agrees to perform all its duties as Administrator and the duties of theIssuer under any Swap Agreements, including:     (i)  Promptly following the early termination of a Swap Agreement due to a TerminationEvent or an Event of Default (as such terms are defined in such Swap Agreement) (unless theIndenture Trustee is selling or liquidating the Trust Assets), the Administrator agrees touse reasonable efforts to cause the Issuer to enter into a replacement interest rate swapagreement on terms similar to those of such Swap Agreement with an eligible swapcounterparty. If and to the extent any termination payments that are received from a SwapCounterparty are to be applied as an initial payment to a replacement Swap Counterparty,the Administrator will direct the Indenture Trustee to retain such amounts and
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provide the Indenture Trustee with written instructions regarding the application andpayment of such amounts.     (ii)  If a Swap Counterparty is required to collateralize its obligations under a SwapAgreement, the Administrator will send written instructions to the Indenture Trustee toestablish individual collateral accounts and to hold any securities deposited therein intrust and invest any cash amounts therein in accordance with the provisions of such SwapAgreement.     (iii)  The Administrator will notify the Indenture Trustee of the occurrence orexistence of a default, event of default or similar condition or event with respect to anycredit support provider or a Swap Counterparty or any payment default with respect to anycredit support provider or Swap Counterparty in amounts equal to or greater than thethreshold amounts specified in, and in accordance with, the related Swap Agreement.     (iv)  At least five days prior to the effective date of any proposed amendment orsupplement to a Swap Agreement, the Administrator will provide the Rating Agencies with acopy of the amendment or supplement. Unless the amendment or supplement clarifies any termor provision, corrects any inconsistency, cures any ambiguity, or corrects anytypographical error in such Swap Agreement, an amendment or supplement to such SwapAgreement will be effective only after satisfaction of the Rating Agency Condition.     (v)  If the Administrator is designated as the Calculation Agent pursuant to a SwapAgreement, the Administrator will perform such calculations and duties as are requiredthereunder. If applicable, the Administrator will calculate and provide writtennotification to the Swap Counterparties and to the Indenture Trustee of the notional amountof the Swap Agreements as of each Distribution Date on or before the twelfth day of themonth of the related Distribution Date. The Administrator will also obtain the calculationof LIBOR from the Calculation Agent under the Indenture and will calculate the amount ofall payments, receipts and termination payments payable on each Distribution Date pursuantto such Swap Agreement, and will provide written notification of such amounts to theappropriate Swap Counterparty and to the Indenture Trustee prior to such Distribution Date.     *(c) Additional Duties.*     (i)  In addition to the duties of the Administrator set forth above, the Administratorwill perform such calculations, prepare, or cause the preparation by other appropriatepersons of, and execute on behalf of the Issuer or the Owner Trustee, all such documents,reports, filings, instruments, certificates and opinions as it is the duty of the Issuer orthe Owner Trustee to prepare, file or deliver pursuant to the Related Agreements. At therequest of the Owner Trustee, the Administrator will also take all appropriate action thatit is the duty of the Issuer or the Owner Trustee to take pursuant to the RelatedAgreements. Subject to
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Section 6 of this Agreement, the Administrator will administer, perform or supervisethe performance of such other activities in connection with the Collateral (including thoseset forth in the Related Agreements) as are not covered by any of the foregoing provisionsand as are expressly requested by the Owner Trustee and are reasonably within thecapability of the Administrator.     (ii)  The Administrator will perform the duties of the Administrator specified inSection 9.02 of the Trust Agreement required to be performed in connection with theresignation or removal of the Owner Trustee, and any other duties expressly required to beperformed by the Administrator pursuant to the Trust Agreement.     (iii)  The Administrator will monitor the laws and regulations of each jurisdiction inwhich the Receivables are originated. In the event that the Administrator reasonablybelieves that any change in law or regulation, or the interpretation of any law orregulation, in any such jurisdiction will increase the expense incurred in connection withthe transfer of Receivables originated in such jurisdiction, the Administrator will retaincounsel unaffiliated with the Transferor[s] to review the effect of such change in law orregulation on the transfer of Receivables originated in such jurisdiction. In the eventthat (x) such counsel provides an Opinion of Counsel to the effect that such change in lawor regulation will increase the expense incurred in connection with the transfer ofReceivables originated in such jurisdiction and (y) the Administrator determines that suchexpense will be increased by $1,000,000 or more, the Administrator will cause such Opinionof Counsel to be delivered to the Indenture Trustee and the Owner Trustee.     (iv)  In carrying out the foregoing duties or any of its other obligations under thisAgreement, the Administrator may enter into transactions or otherwise deal with any of itsAffiliates; *provided, however,*that the terms of any such transactions or dealings will bein accordance with any directions received from the Issuer and be, in the Administrator’sopinion, no less favorable to the Issuer than would be available from unaffiliated parties.     *(d) Non-Ministerial Matters.*     (i)  With respect to matters that in the reasonable judgment of the Administrator arenon-ministerial, the Administrator will not take any action unless within a reasonable timebefore the taking of such action, the Administrator has notified the Owner Trustee of theproposed action and the Owner Trustee has not withheld consent or provided an alternativedirection. For the purpose of the preceding sentence, “non-ministerial matters” include,without limitation:          (1) the amendment of or any supplement to the Indenture;
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          (2) the initiation of any claim or lawsuit by the Issuer and the compromise of anyaction, claim or lawsuit brought by or against the Issuer (other than in connection withthe collection of the Receivables or Eligible Investments);          (3) the amendment, change or modification of the Related Agreements;          (4) the appointment of successor Note Registrars, successor Paying Agents andsuccessor Indenture Trustees pursuant to the Indenture or the appointment of successorAdministrators or successor Servicers, or the consent to the assignment by the NoteRegistrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and          (5) the removal of the Indenture Trustee.     (ii)  Notwithstanding anything to the contrary in this Agreement, the Administrator isnot obligated to, and may not (1) make any payments to the Noteholders or the Transferor[s]under the Related Agreements, (2) sell the Trust Assets pursuant to Section 5.05 of theIndenture other than pursuant to a written directive of the Indenture Trustee or (3) takeany other action that the Issuer directs the Administrator not to take on its behalf.     *Section 2.****Records.***          The Administrator will maintain appropriate books of account and records relating to servicesperformed hereunder. The Administrator will make all such books of account and records accessiblefor inspection by the Issuer, the Owner Trustee, the Indenture Trustee and the Transferor[s] at anytime during normal business hours following reasonable advance notice.     *Section 3.****Compensation.***          As compensation for the performance of the Administrator’s obligations under this Agreementand as reimbursement for its expenses related thereto, the Administrator is entitled to payment bythe Servicer, in an amount mutually agreed to by the Administrator and the Servicer, that ispayable out of the Servicer’s servicing compensation as provided in Section 3.02(b) of the Transferand Servicing Agreement[s].     *Section 4.****Additional Information to Be Furnished to Issuer.***          The Administrator will furnish to the Issuer from time to time such additional informationregarding the Collateral as the Issuer reasonably requests.     *Section 5.****Independence of Administrator.***          For all purposes of this Agreement, the Administrator will be an independent contractor andnot subject to the supervision of the Issuer or the Owner Trustee with respect to the manner inwhich it accomplishes the performance of its
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           obligations under this Agreement. Unless expressly authorized by the Issuer, theAdministrator has no authority to act for or represent the Issuer or the Owner Trustee in any wayand is not an agent of the Issuer or the Owner Trustee.     *Section 6.****No Joint Venture.***          Nothing contained in this Agreement (i) constitutes the Administrator and either of the Issueror the Owner Trustee as members of any partnership, joint venture, association, syndicate,unincorporated business or other separate entity, (ii) is to be construed to impose any liabilityas such on any of them or (iii) is to be deemed to confer on any of them any express, implied orapparent authority to incur any obligation or liability on behalf of the others.     *Section 7.****Other Activities of Administrator.***          Nothing herein prevents the Administrator or its Affiliates from engaging in other businessesor, in its sole discretion, from acting in a similar capacity as an administrator for any otherPerson even though such Person may engage in business activities similar to those of the Issuer,the Owner Trustee or the Indenture Trustee.     *Section 8.****Term of Agreement; Resignation and Removal of Administrator.***     (a) This Agreement will continue in force until the termination of the legal existence of theIssuer in accordance with Section 8.01 of the Trust Agreement, upon which event this Agreement willautomatically terminate.     (b) Subject to Section 8(e) and (f), the Administrator may resign its duties under thisAgreement by providing the Issuer with at least 60 days’ prior written notice and, in such event,the Issuer agrees to appoint a successor Administrator promptly.     (c) Subject to Section 8(e) and (f), at the sole option of the Issuer, the Administrator maybe removed immediately upon written notice of termination from the Issuer to the Administrator ifany of the following events occurs:     (i)  the Administrator defaults in the performance of any of its duties under thisAgreement and, after notice of such default, does not cure such default within ten (10)days (or, if such default cannot be cured in such time, does not give within ten (10) dayssuch assurance of cure as is reasonably satisfactory to the Issuer);     (ii)  a court having jurisdiction in the premises enters a decree or order for relief,and such decree or order is not vacated within sixty (60) days, in respect of theAdministrator in any involuntary case under any applicable bankruptcy, insolvency or othersimilar law now or hereafter in effect or appoint a receiver, liquidator, assignee,custodian, trustee, sequestrator or similar official for the Administrator or anysubstantial part of its property or order the winding-up or liquidation of its affairs; or
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     (iii)  the Administrator commences a voluntary case under any applicable bankruptcy,insolvency or other similar law now or hereafter in effect, consents to the entry of anorder for relief in an involuntary case under any such law, consents to the appointment ofa receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official forthe Administrator or any substantial part of its property, consents to the taking ofpossession by any such official of any substantial part of its property, makes any generalassignment for the benefit of creditors or fails generally to pay its debts as they becomedue.The Administrator agrees that if any of the events specified in clause (ii) or (iii) of thisSection 8(c) occurs, it will give written notice thereof to the Issuer and the Indenture Trusteewithin seven (7) days after the occurrence of such event.     (d) No resignation or removal of the Administrator pursuant to this Section 8 will beeffective until a successor Administrator has been appointed by the Issuer and such successorAdministrator has agreed in writing to be bound by the terms of this Agreement in the same manneras the Administrator is bound hereunder. The Issuer will provide written notice of any suchresignation or removal to the Indenture Trustee, with a copy to the Rating Agencies.     (e) The appointment of any successor Administrator will be effective only after satisfactionof the Rating Agency Condition with respect to the proposed appointment.     (f) Subject to Sections 8(d) and (e), the Administrator acknowledges that, upon theappointment of a successor Servicer pursuant to the Transfer and Servicing Agreement[s], theAdministrator will resign immediately and such successor Servicer will automatically become theAdministrator under this Agreement.     *Section 9.****Action upon Termination, Resignation or Removal.***          Promptly upon the effective date of termination of this Agreement pursuant to Section 8(a) orthe resignation or removal of the Administrator pursuant to Section 8(b) or (c), respectively, theAdministrator will be entitled to be paid all fees and reimbursable expenses accruing to it to thedate of such termination, resignation or removal. Upon such termination pursuant to Section 8(a),the Administrator will forthwith deliver to the Issuer all property and documents of or relating tothe Collateral then in the custody of the Administrator. In the event of the resignation orremoval of the Administrator pursuant to Section 8(b) or (c), respectively, the Administrator willcooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making anorderly transfer of the duties of the Administrator.     *Section 10.****Notices.***          Any notice, report or other communication given hereunder must be in writing and will bedeemed to be duly given if delivered in person or by overnight courier service, or sent byfacsimile transmission or other electronic transmission, followed by first class mail, as follows:
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     (a) if to the Issuer or the Owner Trustee, to:Ford Credit Floorplan Master Owner Trust